We acted as the financial adviser to Earnest Equity Limited and Mr. Chung Cho Yee, Mico to make a partial cash offer and option offer on behalf of Earnest Equity Limited.

• assisting the majority shareholder to increase its shareholding from 34.45% to 51.15% and consolidate its controlling stake in the Company
• determining the offer price to secure the approval of shareholders and sufficient valid acceptances
• submitting a partial offer application to SFC and liaise with SFC on behalf of Earnest Equity Limited and Mr. Chung Cho Yee, Mico
• drafting the relevant offer documents and announcements

• obtaining the SFC Executive’s consent on the partial offer, thus exempting the offeror from making a general offer under Rule 26 of the Takeovers Code
• assisted management in obtaining a waiver on Rule 28.3 of the Takeovers Code, permitting three directors of the company to exercise their share options after the close of the partial offer
• partial offers made under Rule 28 of the Takeovers Code are not common, this transaction represents the fifth partial offer made since 2005
  this transaction is the first completed transaction after the issue of the revised Practice Note 1 of the Takeovers Code on 25 July, 2011